hours8.htm
AS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 8, 2008
Registration
Statement No. 33-_______________
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
____________________
FORM
S-8
Registration
Statement
Under
the
Securities
Act of 1933
_________________________________________________________________
ANHEUSER-BUSCH
COMPANIES, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
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43-1162835
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(State
or Other Jurisdiction
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(IRS
Employer
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of
Incorporation or Organization)
|
Identification
No.)
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One
Busch Place
St.
Louis, Missouri 63118
(Address
of Principal Executive Offices)
Anheuser-Busch
Deferred Income Stock Purchase and Savings Plan
(For
Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its
Subsidiaries)
(Full
Title of the Plan)
JoBeth
G. Brown
Vice
President and Corporate Secretary
Anheuser-Busch
Companies, Inc.
One
Busch Place
St.
Louis, Missouri 63118
(Name and
Address of Agent for Service)
(314)
577-3314
Telephone
Number, Including Area Code of Agent for Service
CALCULATION
OF REGISTRATION FEE
Title
of Securities
to
be Registered
|
Amount
to
be
Registered
|
Proposed
Maximum
Offering
Price
Per
Share*
|
Proposed
Maximum
Aggregate
Offering
Price
|
Amount
of
Registration
Fee
|
Common
Stock, par
value
$1.00 per share
|
500,000
|
$50.14
|
$25,070,000
|
$985.25
|
*Estimated solely for purposes of
calculating the registration fee. In accordance with Rule 457(h)(1),
the proposed offering price of shares was based on the average of the high and
low prices reported on the New York Stock Exchange on May 2,
2008.
In addition, pursuant to Rule 416(c)
under the Securities Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.
PART
I
The Section 10(a) prospectus relating
to the Plan is omitted from this Registration Statement pursuant to the Note to
Part I of Form S-8.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
CERTAIN FINANCIAL
INFORMATION
Item 3.
Incorporation of Documents by Reference.
The following documents are
incorporated by reference in this registration statement:
(a) The Registrant’s Annual Report on
Form 10-K for the year ended December 31, 2007.
(b) The
Form 11-K of the Plan for the year ended March 31, 2007.
(c) The descriptions of the
Registrant’s shares of common stock contained in the Registrant’s registration
statements filed under the Securities Exchange Act of 1934, File No. 1-7823,
including any amendment or report filed for the purpose of updating such
descriptions.
All documents subsequently filed by the
Registrant or the Plan pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Securities Exchange Act of 1934, as amended, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
the filing of such documents (but this shall
not include any document that is merely furnished to the Securities and Exchange
Commission).
Item 4.
Description of Securities.
The Registrant’s common stock is
registered under Section 12(b) of the Securities Exchange Act of 1934, as
amended.
Item 5.
Interests of Named Experts and Counsel.
The financial statements incorporated
in this Registration Statement pursuant to Item 3 have been so incorporated in
reliance of the report of PricewaterhouseCoopers, LLP, independent accountants,
given on the authority of said firm as experts in auditing and
accounting.
Thomas Larson, Esq., Associate General
Counsel of the Registrant, has passed upon the legality of the shares offered
under this registration statement.
Mark
Voelpel, Esq., Associate General Counsel of the Registrant, has passed upon the
compliance of certain amendments of the Plan with ERISA.
Item 6.
Indemnification of Directors and Officers.
The Delaware General Corporation Law
permits the indemnification by a Delaware corporation of its directors,
officers, employees and other agents against expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement in connection with
specified actions, suits or proceedings, whether civil, criminal, administrative
or investigative (other than derivative actions which are by or in the right of
the corporation) if they acted in good faith in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe their conduct was unlawful. A similar standard of care is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys’ fees) incurred in connection with
defense or settlement of such an action and requires court approval before there
can be any indemnification where the person seeking indemnification has been
found liable to the corporation.
The Registrant’s Restated Certificate
of Incorporation provides that each person who was or is made a party to, or is
involved in, any action, suit or proceeding by reason of the fact that he or she
is or was a director or officer of the Registrant (or was serving at the request
of the Registrant as a director, officer, employee or agent for another entity)
while serving in such capacity will be indemnified and held harmless by the
Registrant to the full extent authorized or permitted by Delaware
law. The Restated Certificate also provides that the Registrant may
purchase and maintain insurance and may also create a trust fund, grant a
security interest and/or use other means (including establishing letters of
credit, surety bonds and other similar arrangements), and may enter into
contracts providing for indemnification, to ensure full payment of indemnifiable
amounts.
The Registrant has entered into
indemnification agreements with its directors and its executive
officers.
Item
7. Exemptions from Registration Claimed.
Not
Applicable.
Item 8.
Exhibits.
5.1
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Opinion
and consent of Thomas Larson, Esq., Associate General Counsel of the
Registrant, concerning the legality of the shares of common stock being
registered hereunder.
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5.2
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Internal
Revenue Service Determination Letter dated November 29,
2001.
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5.3
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Opinion
and Consent of Mark Voelpel, Associate General Counsel of the Registrant,
concerning the compliance of the Plan with the requirements of
ERISA.
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23
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Consent
of Independent Accountants
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24
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Power
of Attorney executed by directors and officers of the
Registrant.
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Item
9. Undertakings.
(a) The undersigned Registrant hereby
undertakes:
(1) To file, during any period in which
offers or sales are being made, a post-effective amendment to this registration
statement:
(i) To
include any prospectus required by section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any
facts or events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering price set forth in
the “Calculation of Registration Fee” table in the effective registration
statement;
(iii) To
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement;
Provided
however, that:
A.
Paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement
is on Form S-8, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
B.
Paragraphs (a)(1)(i), (a)(1)(ii), (a)(1)(iii) of this section do not apply if
the registration statement is on Form S-3 or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement, or is
contained in a form or prospectus filed pursuant to Rule 424(B) that is part of
the registration statement.
C.
Provided further, however that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is an offering of asset-based securities on Form
S-1, and the information required to be included in a post-effective amendment
is provided pursuant to Item 1100(c) of Regulation AB.
(2) That, for the purpose of
determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by
means of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
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If
the registrant is relying on Rule 430B:
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Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be
deemed to be part of the registration statement as of the date the
filed
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prospectus
was deemed part of and included in the registration statement;
and
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Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or
(b)(7) as part of a registration statement in reliance on Rule 430B
relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x)
for the purpose of providing the information required by section 10(a) of
the Securities Act of 1933 shall be deemed to be part of and included in
the registration statement as of the earlier of the date such form of
prospectus is first used after effectiveness or the date of the first
contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date shall be
deemed to be a new effective date of the registration statement relating
to the securities in the registration statement to which that prospectus
relates, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof. Provided,
however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will,
as to a purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or
made in any such document immediately prior to such effective date;
or
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If
the registrant is subject to Rule 430C, each prospectus filed pursuant to
Rule 424(b) as part of a registration statement relating to an offering,
other than registration statements relying on Rule 430B or other than
prospectuses filed in reliance on Rule 430A, shall be deemed to be part of
and included in the registration statement as of the date it is first used
after effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of
the registration statement will, as to a purchaser with a time of contract
of sale prior to such first use, supersede or modify any statement that
was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to
such date of first use.
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undersigned
registrant will be a seller to the purchaser and will be considered to offer or
sell such securities to such purchaser:
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Any
preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule
424;
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Any
free writing prospectus relating to the offering prepared by or on behalf
of the undersigned registrant or used or referred to by the undersigned
registrant;
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The
portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant;
and
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Any
other communication that is an offer in the offering made by the
undersigned registrant to the
purchaser.
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(b) The undersigned registrant hereby
undertakes that, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant’s annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan’s annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
The
Registrant. Pursuant to the requirements of the Securities Act
of 1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of St. Louis, State of Missouri, on May
8, 2008.
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ANHEUSER-BUSCH
COMPANIES, INC.
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By: /s/
JOBETH G.
BROWN
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JoBeth G. Brown
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(Vice President and Corporate
Secretary)
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Pursuant to the requirements of the
Securities Act of 1933, this registration statement has been signed below by the
following persons in the capacities and on the dates indicated:
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Title
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Date
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/s/AUGUST
A. BUSCH IV
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* |
President
and Chief
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May
8, 2008
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August
A. Busch IV
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Executive
Officer and
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Director
(Principal
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Executive
Officer)
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/s/W. RANDOLPH
BAKER
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* |
Vice
President
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May
8, 2008
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W.
Randolph Baker
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and
Chief Financial
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Officer
(Principal
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Financial
Officer)
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/s/JOHN
F. KELLY
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* |
Vice
President and
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May
8, 2008
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John
F. Kelly
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Controller
(Principal
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Accounting
Officer)
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/s/AUGUST A.
BUSCH III
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* |
Director
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May
8, 2008
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August
A. Busch III
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/s/CARLOS FERNANDEZ
G.
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* |
Director
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May
8, 2008
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Carlos
Fernandez G.
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/s/JAMES
J. FORESE
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* |
Director
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May
8, 2008
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James
J. Forese
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/s/JAMES
R. JONES
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* |
Director
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May
8, 2008
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James
R. Jones
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/s/VERNON R. LOUCKS,
JR.
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* |
Director
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May
8, 2008
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Vernon
R. Loucks, Jr.
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/s/VILMA S.
MARTINEZ
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* |
Director
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May
8, 2008
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Vilma
S. Martinez
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Director
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May
8, 2008
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William
Porter Payne
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/s/JOYCE
M. ROCHÉ
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* |
Director
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May
8, 2008
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Joyce
M. Roché
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/s/HENRY HUGH
SHELTON
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* |
Director
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May
8, 2008
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Henry
Hugh Shelton
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/s/PATRICK T.
STOKES
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* |
Director
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May
8, 2008
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Patrick
T. Stokes
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Director
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May
8, 2008
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Andrew
C. Taylor
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Director
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May
8, 2008
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Douglas
A. Warner III
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/s/EDWARD E. WHITACRE, JR.
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* |
Director
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May
8, 2008
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Edward
E. Whitacre, Jr.
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*
By:
/s/ JOBETH G.
BROWN
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JoBeth G. Brown
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Attorney-in-Fact
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The Plan. Pursuant
to the requirements of the Securities Act of 1933, the trustees (or other
persons who administer the Plan) of the Plan have duly caused this registration
statement to be signed by the undersigned thereunto duly authorized in the City
of St. Louis, State of Missouri on May 8, 2008.
ANHEUSER-BUSCH
DEFERRED INCOME
STOCK
PURCHASE AND SAVINGS PLAN
(FOR
CERTAIN HOURLY EMPLOYEES OF
ANHEUSER-BUSCH
COMPANIES, INC. AND
ITS
SUBSIDIARIES)
By: ANHEUSER-BUSCH
COMPANIES, INC.,
as Plan
Administrator
By: /s/JAMES
BRICKEY
James Brickey
Vice President, Human Resources and
Total Rewards
EXHIBIT
INDEX
5.1
|
Opinion
and consent of Thomas Larson, Esq., Associate General Counsel of the
Registrant, concerning the legality of the shares of common stock being
registered hereunder.
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5.2
|
Internal
Revenue Service Determination Letter dated November 29,
2001.
|
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5.3
|
Opinion
and consent of Mark Voelpel, Associate General Counsel of Registrant,
concerning the compliance of the Plan with the requirements of
ERISA.
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23
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Consent
of Independent Accountants.
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24
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Power
of Attorney executed by directors and officers of the
Registrant.
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13